---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-030980"
form_type: "8-K"
ticker: "TLRY"
cik: "0001731348"
company_name: "Tilray Brands, Inc."
filed_at: "2023-06-22T23:59:59+00:00"
generated_at: "2026-06-13T19:10:31.886909+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Tilray closes HEXO acquisition; creates Canada's largest cannabis LP with ~13% market share

## Summary
- HEXO shareholders received 0.4352 Tilray shares/HEXO share; ~39.7M Consideration Shares issued.
- Pro forma cannabis market share ~13% (up 467 bps); #1 in flower (40%), oils, concentrates.
- Annual operating and cost synergies expected to exceed US$27M.
- HEXO voluntarily delisted from Nasdaq effective June 22, 2023.
- Combined brand portfolio includes top-selling brands: Good Supply, RIFF, Broken Coast.

## SEC filing metadata
- accession: 0001140361-23-030980
- form_type: 8-K
- ticker: TLRY
- cik: 0001731348
- company_name: Tilray Brands, Inc.
- filed_at: 2023-06-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.02, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1731348/000114036123030980/0001140361-23-030980-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1731348/000114036123030980/ny20009174x12_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-030980
- JSON: https://secwatch.observer/filing/0001140361-23-030980.json
- Plain text: https://secwatch.observer/filing/0001140361-23-030980.txt

## Key facts
- M&A Transactions
  Tilray Brands, Inc. completed an acquisition involving HEXO Corp. (closed 2023-06-22).
  - Action: acquisition
  - Counterparty: HEXO Corp.
  - Closing: 2023-06-22
  source text: y ”), with the Securities and Exchange Commission (the “ SEC ”) on April 10, 2023, as amended on April 11, 2023, and June 2, 2023, Tilray entered into an Arrangement Agreement on April 10, 2023, as amended on June 1, 2023 (the “ Arrangement Agreement ”), with HEXO Corp., a corporation existing under the laws of the Province of Ontario (“ HEXO ”), pursuant to which Tilray agreed to acquire all of the issued and outstanding common shares of HEXO (the “ HEXO Shares ”) as well as all of the issued and outstanding preferred shares of HEXO pursuant to a plan of arrangement (the “ Plan of Arrangement ”) under the Business Corporations Act (Ontario) (the “ Arrangement ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123030980/0001140361-23-030980-index.htm
- Material Agreements
  Tilray Brands, Inc. entered into HEXO April 2019 Second Supplemental Warrant Indenture with Computershare Trust Company of Canada, as warrant agent (effective 2023-06-22).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company of Canada, as warrant agent
  - Effective: 2023-06-22
  source text: Second Supplemental Warrant Indenture to the April 2019 Warrant Indenture On the Closing Date, HEXO, 48North Cannabis Corp. (“ 48North ”), Tilray and Computershare Trust Company of Canada, as warrant agent (the “ April 2019 Warrant Agent ”), entered into the Second Supplemental Warrant Indenture (the “ HEXO April 2019 Second Supplemental Warrant Indenture ”) to the Warrant Indenture (the “ HEXO April 2019 Warrant Indenture ”), dated as of April 2, 2019, 48North and the April 2019 Warrant Agent, as amended by the First Supplemental Warrant Indenture (the “ HEXO April 2019 First Supplemental Warrant Indenture ”), dated as of September 1, 2021, between 48North, HEXO and the April 2019 Warrant Agent, relating to common share purchase warrants of 48North (the “ 48North Warrants ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123030980/0001140361-23-030980-index.htm
- Material Agreements
  Tilray Brands, Inc. entered into HEXO June 2020 Third Supplemental Warrant Indenture with Computershare Trust Company of Canada, as warrant agent (effective 2023-06-22).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company of Canada, as warrant agent
  - Effective: 2023-06-22
  source text: Third Supplemental Warrant Indenture to the June 2020 Warrant Indenture On the Closing Date, HEXO, Tilray and Computershare Trust Company of Canada, as warrant agent (the “ Zenabis June 2020 Warrant Agent ”), entered into the Third Supplemental Warrant Indenture (the “ HEXO June 2020 Third Supplemental Warrant Indenture ”) to the Warrant Indenture (the “ HEXO June 2020 Warrant Indenture ”), dated as of June 25, 2020, between Zenabis Global Inc. (“ Zenabis ”) and the Zenabis June 2020 Warrant Agent, as amended by the First Supplemental Warrant Indenture (the “ HEXO June 2020 First Supplemental Warrant Indenture ”), dated as of June 1, 2021, between HEXO and the Zenabis June 2020 Warrant Agent and the Second Supplemental Warrant Indenture (the “ HEXO June 2020 Second Supplemental Warrant Indenture ”), dated as of October 31, 2022, between HEXO and the Zenabis June 2020 Warrant Agent, relating to certain common share purchase warrants of HEXO (the “ HEXO June 2020 Warrants ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123030980/0001140361-23-030980-index.htm
- Material Agreements
  Tilray Brands, Inc. entered into HEXO September 2020 Third Supplemental Warrant Indenture with Computershare Trust Company of Canada, as warrant agent (effective 2023-06-22).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company of Canada, as warrant agent
  - Effective: 2023-06-22
  source text: Third Supplemental Warrant Indenture to the September 2020 Warrant Indenture On the Closing Date, HEXO, Tilray and Computershare Trust Company of Canada, as warrant agent (the “ Zenabis September 2020 Warrant Agent ”), entered into the Third Supplemental Warrant Indenture (the “ HEXO September 2020 Third Supplemental Warrant Indenture ”) to the Warrant Indenture (the “ HEXO September 2020 Warrant Indenture ”), dated as of September 23, 2020, between Zenabis and the Zenabis June 2020 Warrant Agent, as amended by the First Supplemental Warrant Indenture (the “ HEXO September 2020 First Supplemental Warrant Indenture ”), dated as of June 1, 2021, between HEXO and the Zenabis September 2020 Warrant Agent and the Second Supplemental Warrant Indenture (the “ HEXO June 2020 Second Supplemental Warrant Indenture ”), dated as of October 31, 2022, between HEXO and the Zenabis September 2020 Warrant Agent, relating to certain common share purchase warrants of HEXO (the “ HEXO September 2020 Warra
  evidence_url: https://www.sec.gov/Archives/edgar/data/1731348/000114036123030980/0001140361-23-030980-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.